SEC Memorandum Circular No. 3 Series of 2024

WHEREAS, Section 179 (o) and (p) of Republic Act (RA) No. 11232, otherwise known as the “Revised Corporation Code of the Philippines” (“RCC or Code”), grants the Commission the power and authority to: (i) formulate and enforce standards, guidelines, policies, rules and regulations to carry out the provision of the RCC; and (ii) exercise such other powers provided by law or those which may be necessary or incidental to carry out the powers expressly granted to it.

WHEREAS, Section 13 therein provides that the articles of incorporation and other applications for amendments thereto may be filed in the form of an electronic documents in accordance with its rules and regulation on electronic filing as supported by Section 180 where the Commission is directed to develop and implement an electronic filing and monitoring system.

WHREAS, Section 16 of the RCC provides that no articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such bylaws or amendments are in accordance with law.

WHEREAS, Section 45 of the RCC provides that the Commission shall not accept for filing the bylaws or any amendment thereto of any bank, banking institutions, building and loan association, trust company, insurance company, public utility, educational institution, or other special corporations governed by special laws, unless accompanied by a certificate of the appropriate government agency to the effect that such bylaws or amendments are in the accordance with law.

WHEREAS, in pursuit of sustainable practices, streamlined and automated processes, the Securities and Exchange Commission allows the amendment application through the eAMEND portal.

WHEREAS, the eAMEND portal is a user-friendly online filing and submission amendment portal that facilitates the acceptance, processing, approval for payment, and issuance of the digital copy of the Certificate Amendment of Domestic Stock and Non-stock Corporation which aims to provide the following:

e – Electronic

A – Application

M – Modification of

EN – ENtity

NOW THEREOF, the Commission hereby promulgates the following requirements and guidelines for the application for amendments under Section 15 and/ or 47 of the Revised Corporation Code, among others:

SECTION 1. COVERAGE AND APPLICABILITY

This Memorandum Circular shall cover applications within the competent jurisdiction of the Corporate and Partnership Registration Division (CPRD) of the Company Registration and Monitoring Department (CRMD) and the respective Extension Offices of the Commission.

A. Application Subject to Issuance of Digital Certificate

Application for Amendment of the Articles of Incorporation and/or By-Laws filed by Domestic Stock or Non-stock corporations concerning the following provisions or any combinations thereof:

• Articles of Incorporation:
  • Change in the Principal Office Address;
  • Increase or Decrease in the Number of the Board of Directors/Trustees;
  • Fiscal Year for One Person Corporations (OPCs); or
  • Deletion and/or Additional of New Provisions in the Existing Articles of Incorporation except those provisions on purposes, capitalization and reclassification of shares.
• By-Laws:
  • Date of Annual Meeting of the stockholders/members;
  • Fiscal Year.

B. Application Subject to Regular Processing through the eAMEND Portal:

• Amendment of Partnership
• Dissolution of Partnership;
• Amendment of Articles of Incorporation of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.a;
• Amendments of By-Laws of a Domestic Corporation whether stock or non-stock other than those indicated in Section 1.A.b;
• Application for Conversion of One Person Corporation (OPC) to Ordinary Stock Corporation (OSC) and vice versa;
• Application for Increase of Capital Stock for One Person Corporation via Cash;
• Combination of any of Section 1.A and Section 1.B;

All other applications not included in the list above shall be filed through the Official electronic mail platforms of the Commission and/or its Extension Offices.

SECTION 2. WHO ARE ALLOWED TO FILE

Only registered and active Partnership and Corporations may apply as stated in Section 1.

SECTION 3. DOCUMENTARY REQUIREMENTS FOR APPLICATIONS SUBJECT TO ISSUANCE OF DIGITAL CERTIFICATE

The applicant shall submit the following documents:

• System-generated/downloaded Cover Sheet for Amendment;
• System-generated/downloaded, signed and notarized or apostilled/authenticated Amendment Form
• Monitoring Clearance from the Compliance Monitoring Division (CMD) or from other Department/s of the Commission and proof of payment, if applicable;
  
  In lieu of the Monitoring Clearance from the Compliance Monitoring Division (CMD), applicant shall have the option to submit an Affidavit of Undertaking to submit CMD Monitoring Clearance and proof of payment; and
  Note: Affidavit of Undertaking is not applicable to corporations which are under supervision and monitoring with the Corporate Governance and Finance Department (CGFD) and Markets and Securities Regulation Department (MSRD).
• Certification and/or Favorable Endorsement of the appropriate government agency or from other Department/s of the Commission, if applicable.

Articles of Incorporation

By-Laws:

SECTION 4. DOCUMENTARY REQUIREMENTS FOR APPLICATIONS SUBJECT TO REGULAR PROCESSING THROUGH THE eAMEND PORTAL:

Documentary requirements provided in the SEC’s latest Citizen’s Character as posted in the SEC Websites

SECTION 5. SUBMISSION OF HARD COPIES

The filing of the hard copies shall be filed and submitted to the appropriate addresses of SEC Offices chosen by the applicant as indicated in Annex “D”.

SECTION 6. APPROVAL AND ISSUANCE OF CERTIFICATE

• Digital Certification
  
  For applications subject to Section 1.A, a Digital Certificate of Filing of Amendments will automatically be issued through the eAMEND Portal upon payment of the amendment fees and shall be received by the applicant in their e-mail.
  
  The amendment documents submitted shall be subjected to post-evaluation/post-audit to determine completeness and consistency of the information provided in the system vis-à-vis the hard copies. If found compliant, the original copy of the Certificate of Filing of Amendment will be released.

• Original Certification
  
  For application subject to Section 1.B, the Original Certificate shall be issued only upon submission of the hard copies of application documents after the necessary payment has been made. No digital certification shall be issued through the eAMEND Portal.

Section 7. GROUND FOR PURGING AND CANCELLATION OF APPLICATION

• PURGING OF APPLICATION
  The application shall be automatically purged by the eAMEND Portal on the following grounds:
  • Failure TO COMPLETE the filling up the required details and TO UPLOAD the documentary requirement in the system within sixty (60) calendar days from the time of the creation of the account; or
  • Failure TO COMPLY with the Commission’s compliance order within thirty (30) calendar days from receipt of the system email compliance notification in cases of incomplete or non-compliant submission; or
  • Failure TO PAY the amendment fees within forty-five (45) calendar days from the date reflected in the PAF.

In any instance, the corporation may re-apply through the eAMEND portal.

• CANCELLATION OF APPLICATION
  The application may be cancelled motu proprio by the Commission on the following grounds:
  • Non-submission of three (3) original sets (in hard copies) to the appropriate SEC Office of the documentary requirements that have been approved in the portal system within thirty (30) calendar days from the date indicated in the digital copy of the Certificate of Amendment; and
  • Non-compliance of any lawful order of the Commission in instances of incomplete documentary requirements and/or inconsistent entries of the documents processed in the system with the submitted hard copies of the documentary requirements.

SECTION 8. INTER-AGENCY RECOGNITION OF THE AMENDMENT FORMS

The Amendment Form shall form part of the original Articles of Incorporation and/or By-laws of the corporation and any changes made to the Articles of Incorporation and/or By-laws, as provided in the Amendment Form and duly approved by the Commission, shall be considered official and legally valid when presented to other government agencies for any purpose.

SECTION 9. TRANSITION GUIDELINES

Pursuant to the implementation of the eAMEND starting on 23 February 2024, please be guided by the following procedures:

• All applications (such as on-going, unpaid and expired PAF) submitted through the electronic mail platform may opt to proceed with the email application or apply through the eAMEND portal;

• All applications that have been filed and paid prior to the implementation of the eAMEND Portal, shall proceed through the electronic mail platform for approval.

Beginning 23 February 2024, only system generated Amendment Form shall be acceptable for applications covered under Section 1.A. Any alternation, erasure, modification, or revision in the system-generated application under Section 1.A and the uploaded application under Section 1.B shall result in the automatic cancellation of the application after non compliance of any lawful order of the Commission.

SECTION 10. ANNOTATION ON THE ARTICLES OF PARTNERSHIP, ARTICLES OF INCORPORATION, and BY-LAWS

For purposes of effecting the implementation of the eAMEND Portal provided for and adopted in this Circular, an annotation to the Articles of Partnership, Articles of

Incorporation, the By-Laws, as the case may be, filed through the eAMEND Portal undertaken by the Corporation, shall be listed therein.

SECTION 11. APPLICABILITY OF OTHER RULES

The pertinent provisions of the Rules of Procedure of the Commission and the Rules of Court of the Philippines may, in the interest of expeditious dispensation of justice and whenever practicable, be applied by analogy or in suppletory character and effect.

In compliance with the Commission’s future issuances, specifically those focused on digitalization, the eAMEND Portal shall promptly incorporate any applicable requirements into its framework, provided they are relevant to the scope outlined in this Memorandum Circular.

SECTION 12. EFFECTIVITY

This Memorandum Circular shall take effect immediately upon its publication in newspaper of general circulation.